Obligation Glaxosmythkline plc 0% ( US377373AF20 ) en USD

Glaxosmythkline plc

100 % ▲

Royaume-Uni

US377373AF20 ( en USD )

14/05/2021 - Obligation échue

Prospectus brochure de l'obligation Glaxosmithkline plc US377373AF20 en USD 0%, échue

2 000 USD

750 000 000 USD

377373AF2

N/A

GlaxoSmithKline plc est une multinationale pharmaceutique britannique de premier plan, reconnue pour son engagement dans la découverte, le développement et la fabrication de médicaments innovants et de vaccins essentiels à l'échelle mondiale.

Un examen rétrospectif s'impose concernant une émission obligataire notable de GlaxoSmithKline plc, identifiée par le code ISIN US377373AF20 et le code CUSIP 377373AF2, cette obligation étant arrivée à échéance le 14 mai 2021. L'émetteur, GlaxoSmithKline plc, est une multinationale pharmaceutique de premier plan dont le siège social est situé au Royaume-Uni. Reconnue mondialement pour son portefeuille diversifié de médicaments innovants, de vaccins et de produits de santé grand public, la société opère sur des marchés stratégiques à l'échelle planétaire, justifiant ainsi son accès aux marchés de capitaux internationaux. Cette émission, libellée en dollars américains (USD), représentait un montant total de 750 000 000 USD. Les spécifications initiales stipulaient une taille minimale à l'achat de 2 000 unités. Au moment de sa clôture, cette obligation affichait un taux d'intérêt de 0% et une fréquence de paiement indiquée à 2. Son prix actuel sur le marché, au moment du dénouement, était de 100%, attestant d'un remboursement intégral à sa valeur nominale. Confirmant sa nature de dette à court terme, cette obligation est désormais arrivée à pleine maturité et a été intégralement remboursée aux détenteurs, finalisant ainsi son cycle de vie financier.

424B2
424B2 1 d542333d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)(2)
GlaxoSmithKline Capital plc 3.125% Notes due 2021
$1,246,637,500.00
$
155,206.37
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital plc 3.125% Notes due 2021(3)

--

--
GlaxoSmithKline Capital Inc. 3.375% Notes due 2023
1,244,137,500.00

154,895.12
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital Inc. 3.375% Notes due 2023(3)

--

--
GlaxoSmithKline Capital Inc. 3.625% Notes due 2025

993,280,000.00

123,663.36
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital Inc. 3.625% Notes due 2025(3)

--

--
GlaxoSmithKline Capital Inc. 3.875% Notes due 2028
1,749,860,000.00

217,857.57
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital Inc. 3.875% Notes due 2028(3)

--

--
GlaxoSmithKline Capital plc Floating Rate Notes due 2021

750,000,000.00

93,375.00
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital plc Floating Rate Notes due 2021(3)

--

--
Total
$5,983,915,000.00
$
744,997.42(2)

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
Pursuant to Rule 457(p) under the Securities Act of 1933, $744,997.42 of the registration fees for this offering is being offset against $1,159,000 of
unutilized registration fees previously paid by the Registrants with respect to securities that were previously registered pursuant to the Registration
Statement (Nos. 333-217125, 333-217125-01 and 333-217125-02), filed by the Registrants on April 3, 2017, and were not sold thereunder.
(3)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-223982, 333-223982-01 and
333-223982-02
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 28, 2018)

GlaxoSmithKline Capital Inc.
$1,250,000,000 3.375% Notes due 2023
$1,000,000,000 3.625% Notes due 2025
$1,750,000,000 3.875% Notes due 2028
GlaxoSmithKline Capital plc
$1,250,000,000 3.125% Notes due 2021
$750,000,000 Floating Rate Notes due 2021
Fully and Unconditionally Guaranteed by
GlaxoSmithKline plc

This is an offering by:

·
GlaxoSmithKline Capital Inc. ("GSK Capital Inc.") of $1,250,000,000 of its 3.375% senior notes due 2023 (the "2023 Notes"), $1,000,000,000 of its 3.625% senior notes due 2025 (the "2025 Notes") and

$1,750,000,000 of its 3.875% senior notes due 2028 (the "2028 Notes"); and

·
GlaxoSmithKline Capital plc ("GSK Capital plc") of $1,250,000,000 of its 3.125% senior notes due 2021 (the "2021 Notes") and $750,000,000 of its floating rate senior notes due 2021 (the "Floating Rate Notes").
We refer to the 2021 Notes, the 2023 Notes, the 2025 Notes and the 2028 Notes collectively as the "Fixed Rates Notes." We refer to the Fixed Rate Notes and the Floating Rate Notes collectively as the "Notes."
The 2021 Notes will bear interest at a rate of 3.125% per year. The 2023 Notes will bear interest at a rate of 3.375% per year. The 2025 Notes will bear interest at a rate of 3.625% per year. The 2028 Notes will bear
interest at a rate of 3.875% per year. The Floating Rate Notes will bear interest at a floating rate per year equal to the three-month U.S. dollar London interbank offered rate ("LIBOR"), reset quarterly, plus 0.350%.
GSK Capital Inc. will pay interest on each of the 2023 Notes, the 2025 Notes and the 2028 Notes each May 15 and November 15, commencing on November 15, 2018.
GSK Capital plc will pay interest on the 2021 Notes each May 14 and November 14, commencing on November 14, 2018. GSK Capital plc will pay interest on the Floating Rate Notes each February 14, May 14,
August 14 and November 14, commencing on August 14, 2018.
Unless redeemed or purchased earlier, the 2021 Notes will mature on May 14, 2021, the 2023 Notes will mature on May 15, 2023, the 2025 Notes will mature on May 15, 2025, the 2028 Notes will mature on May 15,
2028 and the Floating Rate Notes will mature on May 14, 2021. There is no sinking fund for the Notes. The Notes will rank equally in right of payment with all other senior, unsecured debt obligations of the respective issuer.
GlaxoSmithKline plc will fully and unconditionally guarantee the payment of principal, premium, if any, interest and additional amounts, if any, payable in respect of the Notes.
We may redeem some or all of the Fixed Rate Notes of one or more series at any time and from time to time at the applicable redemption prices determined in the manner described in this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
We may also redeem the Notes of one or more series prior to maturity at a price equal to 100% of their principal amount plus accrued interest to the redemption date in the event of certain changes in U.K. or U.S.
withholding taxes applicable to payments of interest.
We intend to list the Notes of each series on the New York Stock Exchange or another recognized stock exchange.
See "Risk Factors" beginning on page S -11 of this prospectus supplement to read about factors you should consider before making a decision to invest in the Notes.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus
to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Proceeds (before
expenses) to
Proceeds (before
Price to the
Underwriting
GSK Capital
expenses) to

Public

Discount

Inc.

GSK Capital plc
Per 2021 Note

99.731%

0.250%

--

99.481%
Per 2023 Note

99.531%

0.350%

99.181%

--
Per 2025 Note

99.328%

0.400%

98.928%

--
Per 2028 Note

99.992%

0.450%

99.542%

--
Per Floating Rate Note

100.000%

0.250%

--

99.750%
Total

$ 5,983,915,000
$ 21,250,000
$ 3,971,027,500

$ 1,991,637,500
Interest on the Notes will accrue from May 15, 2018, to the date of delivery.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC," for the accounts of its participants, including Clearstream Banking
S.A. ("Clearstream") and Euroclear Bank SA/NV ("Euroclear") on or about May 15, 2018.

Joint Book-Running Managers
BofA Merrill Lynch
Citigroup
Goldman Sachs &
J.P. Morgan

Co. LLC

Barclays

BNP PARIBAS

Credit Suisse

Deutsche Bank Securities
HSBC

Mizuho Securities

Morgan Stanley

Standard Chartered Bank
May 10, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-3
PRESENTATION OF FINANCIAL INFORMATION
S-4
SUMMARY
S-5
RISK FACTORS
S-11
USE OF PROCEEDS
S-14
CAPITALIZATION
S-15
DESCRIPTION OF THE NOTES
S-17
TAX CONSIDERATIONS
S-26
UNDERWRITING
S-31
VALIDITY OF NOTES
S-36
EXPERTS
S-36

Base Prospectus

ABOUT THIS PROSPECTUS

i
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii
PRESENTATION OF FINANCIAL INFORMATION

iii
FORWARD-LOOKING STATEMENTS

1
USE OF PROCEEDS

3
RATIOS OF EARNINGS TO FIXED CHARGES

4
GLAXOSMITHKLINE PLC

5
GLAXOSMITHKLINE CAPITAL INC.

5
GLAXOSMITHKLINE CAPITAL PLC

5
LEGAL OWNERSHIP OF DEBT SECURITIES

6
DESCRIPTION OF DEBT SECURITIES

9
TAX CONSIDERATIONS

21
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
PLAN OF DISTRIBUTION

22
VALIDITY OF SECURITIES

23
EXPERTS

23
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

23
SELLING RESTRICTIONS

23
Notice to Prospective Investors in the European Economic Area
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as defined below).
This prospectus supplement, the accompanying prospectus and any related free-writing prospectus have been prepared on the basis that any offer of Notes
in any Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State")
will only be made to a legal entity which is a qualified investor under the Prospectus Directive ("Qualified Investors"). Accordingly any person making or
intending to make an offer in that Relevant Member State of Notes which are the subject of the offering contemplated in this prospectus supplement, the
accompanying prospectus and any related free-writing prospectus may only do so with respect to Qualified Investors. Neither we nor the underwriters have
authorised, nor do they authorise, the making of any offer of Notes other than to Qualified Investors. The expression "Prospectus Directive" means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

S-1
Table of Contents
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors--The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID
II"); or (ii) a customer within the meaning of Directive 2002/92/EC, as amended (the "Insurance Mediation Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the
Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section
21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a
financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and
who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or
who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as
"relevant persons"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this
prospectus supplement, the accompanying prospectus or any related free-writing prospectus relates will be engaged in only with, relevant persons. Any
person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus and any
related free-writing prospectus or any of their contents.
MiFID II product governance
MiFID II product governance / Professional investors and ECPs only target market--In the EEA and solely for the purposes of the product
approval process conducted by any underwriter who is a manufacturer with respect to the Notes for the purposes of the MiFID II product governance rule
under EU Delegated Directive 2017/593 (each, a "manufacturer"), the manufacturers' target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus and
in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no
responsibility for any other information that others may give you. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the Notes to which they relate or an offer to sell or the solicitation of an offer to buy
such Notes by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the

https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
S-2
Table of Contents
accompanying prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs
since the date of this prospectus supplement or that the information contained in this prospectus supplement and the accompanying prospectus is correct as
of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to any
such restrictions. See "Underwriting."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission, or the "SEC," allows us to "incorporate by reference" information contained in documents we file with
the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying prospectus.
We are incorporating by reference:

· our Annual Report on Form 20-F for the fiscal year ended December 31, 2017 (File No. 001-15170) (the "2017 Form 20-F"),

· the Form 6-K furnished to the SEC on April 13, 2018 (File No. 001-15170; Film No. 18753223) (furnishing our circular relating to the
proposed buyout of Novartis' 36.5% stake in the Consumer Healthcare business) (the "2018 Circular"), which supersedes and replaces our

report on Form 6-K (File No. 001-15170) furnished to the SEC on March 27, 2018 and previously incorporated by reference into the
accompanying prospectus;

· the Form 6-K furnished to the SEC on May 9, 2018 (File No. 001-15170) (furnishing the announcement of the retirement of Simon

Dingemans, Chief Financial Officer of GlaxoSmithKline plc, in 2019); and

· the Form 6-K furnished to the SEC on May 10, 2018 (File No. 001-15170) (furnishing our results release for the three-month period ended

March 31, 2018).
We also incorporate by reference any future Annual Reports on Form 20-F we file with the SEC under the Securities Exchange Act of 1934, as
amended, or the "Exchange Act," after the date of this prospectus supplement and prior to the time we sell all of the Notes, and any future reports on Form
6-K we furnish to the SEC under the Exchange Act during such period that are identified in such reports as being incorporated by reference in the
accompanying prospectus. The information contained in these future filings will automatically update and supersede the information contained in this
prospectus supplement and the accompanying prospectus or incorporated by reference to any previously filed document.
You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address:
GlaxoSmithKline plc, 980 Great West Road, Brentford, Middlesex TW8 9GS, England, telephone +44 (0) 20 8047 5000, Attention: The Company
Secretary. Our Internet address is www.gsk.com. We are not incorporating the contents of any website into this prospectus supplement or the
accompanying prospectus.

S-3
Table of Contents
PRESENTATION OF FINANCIAL INFORMATION
We present our consolidated financial statements in pounds Sterling and in accordance with International Financial Reporting Standards as adopted
by the European Union and also with International Financial Reporting Standards as issued by the International Accounting Standards Board, which we
refer to collectively as "IFRS." When we refer to "£," we mean pounds Sterling. When we refer to "$," we mean U.S. dollars. Except where noted, all
financial information is presented in accordance with IFRS.

S-4
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement,
the accompanying prospectus and the documents incorporated by reference.
GlaxoSmithKline plc
GlaxoSmithKline plc is a public limited company incorporated under the laws of England and Wales. Our ordinary shares are listed on the
London Stock Exchange and our American Depositary Shares are listed on the New York Stock Exchange. On December 27, 2000, GlaxoSmithKline
plc acquired Glaxo Wellcome plc and SmithKline Beecham plc (now known as SmithKline Beecham Limited), both English public limited companies,
through a merger of the two companies.
GlaxoSmithKline plc is one of the world's leading research-based pharmaceutical and healthcare companies--is committed to improving the
quality of human life by enabling people to do more, feel better and live longer.
As used in this prospectus supplement, (i) the terms "we," "our" and "us" refer to GlaxoSmithKline plc and its consolidated subsidiaries unless
the context requires otherwise, (ii) the term "issuers" or "issuer" refer to GSK Capital Inc. and/or GSK Capital plc, as applicable, and (iii) the term
"guarantor" refers to GlaxoSmithKline plc.
GlaxoSmithKline Capital Inc.
GSK Capital Inc. is a Delaware corporation. It is a wholly owned subsidiary of GlaxoSmithKline plc, and it exists for the purpose of issuing
debt securities, the proceeds of which are substantially all lent or otherwise advanced to GlaxoSmithKline plc and its subsidiaries or affiliates. The
principal executive offices of GSK Capital Inc. are located at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801, United States. Its
telephone number is +1 (302) 651-8319.
GlaxoSmithKline Capital plc
GSK Capital plc is a public limited company incorporated under the laws of England and Wales. It is a wholly owned subsidiary of
GlaxoSmithKline plc, and it exists for the purpose of issuing debt securities, the proceeds of which are substantially all lent or otherwise advanced to
GlaxoSmithKline plc and its subsidiaries or affiliates. The principal executive offices of GSK Capital plc are located at 980 Great West Road,
Brentford, Middlesex TW8 9GS, England. Its telephone number is +44 (0) 20 8047 5000.
The Offering

Issuers
GSK Capital Inc., as to the 2023 Notes, the 2025 Notes, and the 2028 Notes.

GSK Capital plc, as to the 2021 Notes and the Floating Rate Notes.

Notes
$1,250,000,000 principal amount of 2023 Notes, $1,000,000,000 principal amount of 2025
Notes and $1,750,000,000 principal amount of 2028 Notes of GSK Capital Inc.

S-5
Table of Contents
$1,250,000,000 principal amount of 2021 Notes and $750,000,000 principal amount of

Floating Rate Notes of GSK Capital plc.

Guarantee
GlaxoSmithKline plc will fully and unconditionally guarantee the payment of principal,
premium, if any, interest and additional amounts, if any, payable in respect of the Notes.

https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
Denominations
The Notes will be issued only in book-entry form, in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
Terms specific to the Fixed Rate Notes

Interest rate
The 2021 Notes will bear interest at a rate of 3.125% annually. The 2023 Notes will bear
interest at a rate of 3.375% annually. The 2025 Notes will bear interest at a rate of 3.625%
annually. The 2028 Notes will bear interest at a rate of 3.875% annually.

Interest payment dates
Every May 14 and November 14, commencing November 14, 2018, in respect of the 2021
Notes. Every May 15 and November 15, commencing November 15, 2018, in respect of the
2023 Notes, the 2025 Notes and the 2028 Notes. If an interest payment date or redemption
date, or the maturity date, as the case may be, would fall on a day that is not a business day
(as defined in this prospectus supplement), then the required payment will be made on the
next succeeding business day, but no additional interest shall accrue and be paid unless we
fail to make payment on such next succeeding business day.

Regular record dates for interest
Every April 29 and October 30, whether or not a business day, in respect of the 2021 Notes.
Every April 30 and October 31, whether or not a business day, in respect of the 2023 Notes,
the 2025 Notes and the 2028 Notes.

Calculation of interest
Interest on the Fixed Rate Notes will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.

Optional make-whole redemption
Each series of the Fixed Rate Notes will be redeemable at our option, in whole or in part, at
any time and from time to time prior to maturity. See "Description of the Notes--Optional
Make Whole Redemption." Upon redemption, we will pay a redemption price equal to the
greater of (i) 100% of the principal amount of the Fixed Rate Notes of the applicable series to
be redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Fixed Rate Notes of the applicable series to be redeemed (not
including any portion of such payments of interest accrued as of the date of redemption)
together with, in each case, accrued and unpaid interest to the date of redemption. The
present values will be determined by discounting the remaining principal and interest
payments to the redemption date on a semi-annual basis

S-6
Table of Contents
(assuming a 360 day year consisting of twelve 30 day months), using the Treasury Rate (as
defined in this prospectus supplement) plus 0.100% in the case of the 2021 Notes, 0.100% in
the case of the 2023 Notes, 0.150% in the case of the 2025 Notes and 0.150% in the case of
the 2028 Notes. The "Comparable Treasury Issue" for purposes of the definition contained in
"Description of the Notes--Optional Make Whole Redemption" will be the United States

Treasury security selected by the quotation agent (as defined in this prospectus supplement)
as having a maturity comparable to the remaining term of the Fixed Rate Notes of the
applicable series to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.
Terms specific to the Floating Rate Notes

Interest rate
The initial interest rate on the Floating Rate Notes for the first Floating Rate Interest Period
(as defined below) will be a per annum rate equal to LIBOR, as determined on May 11,
2018, plus 0.350%. Thereafter, the interest rate on the Floating Rate Notes for any Floating
Rate Interest Period will be a per annum rate equal to LIBOR, as determined on the
applicable Interest Determination Date (as defined below), plus 0.350%.
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
The interest rate on the Floating Rate Notes will be reset quarterly on each Interest Reset
Date (as defined below).

Interest payment dates
Every February 14, May 14, August 14 and November 14 of each year, commencing August
14, 2018 (each, a "Floating Rate Interest Payment Date"). If a Floating Rate Interest Payment
Date, other than the maturity date or a redemption date, for the Floating Rate Notes would
fall on a day that is not a business day (as defined in this prospectus supplement), the
Floating Rate Interest Payment Date will be postponed to the next succeeding business day
and interest thereon will continue to accrue to but excluding such succeeding business day,
except that if that business day falls in the next succeeding calendar month, the Floating Rate
Interest Payment Date will be the immediately preceding business day and interest shall
accrue to but excluding such preceding business day. If the maturity date or a redemption
date for the Floating Rate Notes would fall on a day that is not a business day, the required
payment will be made on the next succeeding business day, but no additional interest shall
accrue and be paid unless we fail to make payment on such next succeeding business day.

Interest reset dates
Every February 14, May 14, August 14 and November 14 of each year, commencing on
August 14, 2018 (each, an "Interest Reset Date").

Interest periods
The period beginning on (and including) May 15, 2018, in the case of the initial period, or
thereafter beginning on (and including) a

S-7
Table of Contents
Floating Rate Interest Payment Date and ending on (but excluding) the next succeeding

Floating Rate Interest Payment Date (each, a "Floating Rate Interest Period").

Interest determination dates
May 11, 2018, in the case of the initial period, or thereafter the second London banking day
preceding the applicable Interest Reset Date (each, an "Interest Determination Date").

"London banking day" means any day on which dealings in U.S. dollars are transacted in the

London interbank market.

Regular record dates for interest
Each 15th calendar day preceding each Floating Rate Interest Payment Date, whether or not a
business day.

Calculation of interest
Interest on the Floating Rate Notes will be calculated on the basis of the actual number of
days in each Floating Rate Interest Period, assuming a 360-day year.

Calculation of U.S. dollar LIBOR
LIBOR will be determined by the calculation agent in accordance with the following
provisions:

·
With respect to any Interest Determination Date, LIBOR will be the rate
(expressed as a percentage per year) for deposits in U.S. dollars having a maturity
of three months commencing on May 15, 2018 or the related Interest Reset Date, as

applicable, that appears on Reuters Page LIBOR01 (as defined below) as of 11:00
a.m., London time, on that Interest Determination Date. If no such rate appears,
then LIBOR, in respect of that Interest Determination Date, will be determined in
accordance with the provisions described in the following paragraph.

·
With respect to an Interest Determination Date on which no rate appears on
Reuters Page LIBOR01, the calculation agent will request the principal London
offices of each of four major reference banks in the London interbank market
(which may include affiliates of the underwriters), as selected and identified by us
(the "London Reference Banks"), to provide its offered quotation (expressed as a
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
percentage per year) for deposits in U.S. dollars for the period of three months,
commencing on May 15, 2018 or the related Interest Reset Date, as applicable, to

prime banks in the London interbank market at approximately 11:00 a.m., London
time, on that Interest Determination Date and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that time. If
at least two quotations are provided, then LIBOR on that Interest Determination
Date will be the arithmetic mean of those quotations. If fewer than two quotations
are provided, then LIBOR on the Interest Determination Date will be the arithmetic
mean of the rates

S-8
Table of Contents
quoted at approximately 11:00 a.m., in the City of New York, on the Interest
Determination Date by three major banks in the City of New York (which may
include affiliates of the underwriters), as selected and identified by us (together with
the London Reference Banks, the "Reference Banks"), for loans in U.S. dollars to
leading European banks, for a period of three months, commencing on May 15,

2018 or the related Interest Reset Date, as applicable, and in a principal amount that
is representative for a single transaction in U.S. dollars in that market at that time.
If at least two such rates are so provided, LIBOR on the Interest Determination Date
will be the arithmetic mean of such rates. If fewer than two such rates are so
provided, LIBOR on the Interest Determination Date will be LIBOR in effect with
respect to the immediately preceding Interest Determination Date.

"Reuters Page LIBOR01" means the display that appears on Reuters Page LIBOR01 or any

page as may replace such page on such service (or any successor service) for the purpose of
displaying LIBOR of major banks for U.S. dollars.

Optional redemption limited to certain tax reasons
The Floating Rate Notes will not be subject to redemption at the option of GSK Capital plc
prior to maturity other than in the event of certain changes in U.K. or U.S. withholding taxes
applicable to payments of interest as described under "Description of Debt Securities--
Optional Redemption for Tax Reasons" in the accompanying prospectus.

Calculation agent
Deutsche Bank Trust Company Americas, or its successor appointed by us, pursuant to a
calculation agent agreement expected to be entered into on May 15, 2018.
Terms applicable to all the Notes

Payment of additional amounts
Subject to certain exceptions, if we are required to withhold or deduct any amount for or on
account of any U.K. or U.S. withholding tax from any payment made on the Notes, we will
pay additional amounts on those payments so that the amount received by noteholders will
equal the amount that would have been received if no such taxes had been applicable. See
"Description of the Notes--Covenants--Payment of Additional Amounts. "

Tax redemption
In the event of changes in U.K. or U.S. withholding taxes applicable to payments of interest,
we may redeem the Notes of a series in whole (but not in part) at any time prior to maturity,
at a price equal to 100% of their principal amount plus accrued interest to the redemption
date. See "Description of Debt Securities--Optional Redemption for Tax Reasons " in the
accompanying prospectus.

S-9
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
Table of Contents
No repayment
The Notes will not be subject to repayment at the option of the holder prior to maturity.

Ranking
The Notes and the guarantee will rank equally in right of payment with all other senior,
unsecured debt obligations of the respective issuer and GlaxoSmithKline plc, respectively.

Sinking fund
None.

Book-entry issuance, settlement and clearance
We will issue the Notes of each series as global notes in book-entry form registered in the
name of DTC or its nominee. The sale of the Notes will settle in immediately available funds
through DTC. Investors may hold interests in a global note through organizations that
participate, directly or indirectly, in the DTC system. Those organizations will include
Clearstream and Euroclear in Europe.

Governing law
The Notes and the guarantee will be governed by the laws of the State of New York.

Further issuances
We may from time to time, without the consent of the holders of a series of Notes, create and
issue further debt securities of the same series having the same terms and conditions in all
respects as the Notes of that series being offered hereby, except for the issue date, the issue
price and the first payment of interest thereon. Any such additional debt securities shall be
issued under a separate CUSIP or ISIN number unless the additional debt securities are
issued pursuant to a "qualified reopening" of the original series, are otherwise treated as part
of the same "issue" of debt instruments as the original series or are issued with no more than
a de minimis amount of original discount, in each case for U.S. federal income tax purposes.

Listing
We intend to list the Notes of each series on the New York Stock Exchange or another
recognized stock exchange.

Use of proceeds
We intend to use the net proceeds from the sale of the Notes for our general corporate
purposes, which may include funding to acquire full ownership of the Consumer Healthcare
business from Novartis as discussed in the 2018 Circular.

2021 Notes CUSIP and ISIN
377373AE5 / US377373AE54

2023 Notes CUSIP and ISIN
377372AL1 / US377372AL15

2025 Notes CUSIP and ISIN
377372AM9 / US377372AM97

2028 Notes CUSIP and ISIN
377372AN7 / US377372AN70

Floating Rate Notes CUSIP and ISIN
377373AF2 / US377373AF20

S-10
Table of Contents
RISK FACTORS
Our 2017 Form 20-F, which is incorporated by reference in this prospectus supplement, includes risk factors relating to our business. You should
carefully consider those risks and the risks relating to the Notes described below, as well as the other information included or incorporated by reference
into this prospectus supplement and the accompanying prospectus, before making a decision to invest in the Notes.
Risks Relating to the Notes
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

424B2
The Notes lack developed public markets.
There can be no assurance regarding the future development of a market for the Notes or the ability of holders of the Notes to sell their Notes or the
price at which such holders may be able to sell their Notes. If such a market were to develop, it could develop for only one series of Notes and not others
and such Notes could trade at prices that may be higher or lower than the initial offering price depending on many factors, including, among other things,
prevailing interest rates, our operating results and the market for similar securities. Underwriters, broker-dealers and agents that participate in the
distribution of the Notes may make a market in the Notes as permitted by applicable laws and regulations but will have no obligation to do so, and any such
market-making activities with respect to any, some or all of the Notes may be discontinued at any time without notice. Therefore, there can be no
assurance as to the liquidity of any trading market for the Notes of any series or that an active public market for the Notes of any series will develop or be
maintained. See "Underwriting." We intend to apply for listing of the Notes of each series on the New York Stock Exchange or another recognized stock
exchange; however, there can be no assurance that the Notes of each series will be so listed by the time the Notes are delivered to purchasers or at all.
We may redeem the Fixed Rate Notes at any time prior to maturity and the Notes of any series for certain tax reasons.
The respective issuer may redeem the Fixed Rate Notes of one or more series in whole (but not in part) prior to maturity as more particularly
described under "Description of the Notes--Optional Make-Whole Redemption." Moreover, we may redeem the Notes of any series at any time prior to
maturity in whole (but not in part) upon the occurrence of certain tax events, as more particularly described under "Description of Debt
Securities--Optional Redemption for Tax Reasons" in the accompanying prospectus. Certain of such tax events may occur at any time after the issue date
and it is therefore possible that the respective issuer would be able to redeem the Notes of one or more series at any time after the issue date. If we redeem
the Notes in any of the circumstances mentioned above, you may not be able to reinvest the redemption proceeds in comparable securities with the same or
higher yield.
None of GSK Capital Inc., GSK Capital plc or GlaxoSmithKline plc is prohibited from issuing further debt.
There is no restriction on the amount of debt GSK Capital Inc. or GSK Capital plc may issue that ranks equally with the applicable series of Notes or
on the amount of debt or guarantees GlaxoSmithKline plc may issue that ranks equally with the guarantee on the Notes. The issuance of any such debt or
guarantees may reduce the amount recoverable by you in the event of a liquidation or bankruptcy.
In particular, we may from time to time, without the consent of the holders of a series of Notes, create and issue one or more additional series of debt
securities through the accompanying prospectus or create and issue further debt securities of the same series having the same terms and conditions in all
respects as the applicable Notes being offered hereby, except for the issue date, the issue price and the first payment of interest thereon. See "Description of
the Notes--Further Issuances."
As GlaxoSmithKline plc is a holding company, its obligations as guarantor are structurally subordinated to liabilities of its subsidiaries.
GlaxoSmithKline plc is organized as a holding company, and substantially all of its operations are carried out through subsidiaries. GlaxoSmithKline
plc's ability to meet its financial obligations is thus dependent upon

S-11
Table of Contents
the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances and other
payments. The Notes are obligations of GSK Capital Inc. and GSK Capital plc, as applicable, and are guaranteed exclusively by GlaxoSmithKline plc. The
subsidiaries of GlaxoSmithKline plc are separate and distinct legal entities, and, other than GSK Capital Inc. and GSK Capital plc, have no obligation to
pay any amounts due on the guarantee on the Notes or to provide GSK Capital Inc., GSK Capital plc and GlaxoSmithKline plc with funds for the payment
obligations under the Notes.
Moreover, claims of the creditors and preferred equity holders of GlaxoSmithKline plc's subsidiaries have priority as to the assets of such
subsidiaries over the claims of GlaxoSmithKline plc as a common equity holder of such subsidiaries. Consequently, in the event of the liquidation or
reorganization of any of GlaxoSmithKline plc's subsidiaries, the claims of holders of the Notes to participate in those assets through the guarantee on the
Notes would be structurally subordinated to the prior claims of the creditors and preferred equity holders of subsidiaries of GlaxoSmithKline plc.
Our credit rating may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or market value
of, the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any
time in its sole discretion.
Any rating assigned to us may be withdrawn entirely by a credit rating agency, may be suspended or may be lowered, if, in that credit rating
agency's judgment, circumstances relating to the basis of the rating so warrant. Ratings may be impacted by a number of factors that can change over time,
including the credit rating agency's assessment of: our strategy and management's capability; our financial condition and liquidity; competitive, economic,
legal and regulatory conditions in our key markets, including those markets where we have large exposures or on which our operating results, including
revenues, are substantially dependent; the level of political support for the industries in which we operate; and legal and regulatory frameworks affecting
our legal structure, business activities and the rights of our creditors. Moreover, the rating agencies that currently, or may in the future, publish a rating for
us may change the methodologies that they use for analyzing securities with features similar to the Notes.
https://www.sec.gov/Archives/edgar/data/1131399/000119312518162878/d542333d424b2.htm[5/15/2018 9:39:38 AM]

Document Outline

#1">
- #1">